Payback
by Unicron73
Summary: Sequel to Fire and Ice. Part Two of a Three Part Arc. Megatron finds himself in danger and only Optimus can save him. But the results may prove fatal to all involved. Please R and R.


Author's Note: This story takes place approximately twelve months after the events of "Fire and Ice".

The sun rose high over the jagged mountains, chasing away the moon that had dominated the night sky. A single moon, now, not two; a solitary visage shining through a sea of ebony. Many things had changed on this world, this fertile blue-green orb seeded by the hands of a race almost impossible to fathom. And then again, many things had not.

A giant clawed foot stomped down on the lush ground of the hillside, crushing a dozen anthills and extinguishing the lives of a thousand insignificant insects. Insignificant to the cosmos, maybe, but not to the being on the hill. Of course, it wasn't on purpose; when one was a three thousand pound, twenty foot tall metallic gorilla, those kinds of things happened, but that didn't mean one had to like it.

Optimus Primal stared out over the vast horizon, sunlight glinting off his purple translucent skin. He'd been there since dawn, watching as the sun chased the one moon out of the night sky. One moon, not two. The other had been a planetary weapon, designed to eliminate all life on Earth. Earth. The name resounded through his memory banks, connecting with another memory from at time not that long ago. A memory of a conversation he'd had outside the Maximal base. As much as he'd like to deny it, as much as it surged his circuits to admit, Megatron had apparently been correct. They were on Earth, of the past, and that one fact above all others made the Beast Wars that much more dangerous.

Optimus stretched his arms against the bright morning sky. It had been months since the explosion and double cross that had destroyed his previous body, yet he still wasn't used to his new transmetal form. It more closely resembled his old Cybertronian design, yet it lacked the grace of his previous beast mode. It was less fluid, less organic, more a wild conglomeration of spare parts and old mechanicals than a true fusion of beast and machine. Still, it had its advantages. He no longer had to worry about Energon build-up in robot form, and he had acquired a nifty new flight mode. Optimus smiled, thinking about the first time he had tried using his hover board. Rhinox had been so mad at the damage to his lab that he hadn't spoken to Primal in over a week.

Optimus turned and headed back towards the Avalon, a pang of regret crossing his circuits at having to leave such a beautiful vista. There hadn't been many moments like these during the long and arduous course of the war and he wanted to savor as many as he could.

-----

Halfway across the planet, in a cave as dank and deep as the sky was long and warm, Megatron lay strapped to an operating table. A bank of lights blinked on monitors situated at the head of the table. Three bands of tritanium, as thick as a Cyber Vole and as strong as a Sentinel, crossed across his golden transmetal chest. Three metal arms, each one ending in four spindly fingers with diamond tips, descended from the ceiling and opened Megatron's chest plate, exposing his spark chamber and the delicate circuitry beneath.

"Are you sure this is going to work?" Megatron asked, his voice booming in the confines of the lab.

"Of course, Megatron," came a voice from somewhere behind and above his head. Megatron craned his neck until the shadowy form of his chief lieutenant, Tarantulas, came into view. "I've been working on this project for over a year now. The plan is flawless."

_Flawless for you, arachnid, you're not the one about to have his circuits tampered with._ Still, it was an acceptable risk. Not only was it a chance to end the Beast Wars once and for all, but it was also the perfect opportunity to eliminate Primal. Besides there were so many double checks and safeguards built into Megatron's core programming that it was almost impossible to tamper with.

Megatron watched as the slicer probe began delving into the circuitry that controlled his spark. _Yes, this plan had better work, _thought Megatron, _or else I'll have your devious head on a crystal platter_.

-----

Rattrap stared at the images on the screen. A topographic map of the surrounding area was displayed, overlaid with a red grid displaying every probe that made up the Maximal sensor ring. Anything disturbing the net between any of the checkpoints automatically triggered an alarm. A smaller, circular inset was tucked away into the corner of the main display. This one displayed a separate concentric ring imposed over a background of white. Nothing had disturbed this particular site in over a year, since its inception, but Optimus still insisted on monitoring the area. If anyone, or anything for that matter, attempted to tamper with the inert body of Skyfire, buried miles below the snow and ice in the frozen Arctic, he wanted to be the first to know.

Rattrap tapped his fingers on the console. Of all the slaggin' duties Optimus could've given him, it had to be this one. He'd always hated sentry duty, and just because he'd been upgraded with a brand new transmetal design didn't mean his tastes had changed. Rattrap sighed. First thing he'd do when the Boss Monkey got back from patrol was...

A red indicator flashed on the screen. Rattrap leaned forward, studying the indicator flashing incessantly on the screen. He stared at it a moment, wondering if there was a malfunction in the system. After a minute he pressed a button on the communicator and signaled to Rhinox.

"What is it now?" Rhinox asked, lumbering in. Rattrap stared up as his old comrade. For some reason no one fully understood, he had missed the transmetal mutation. "I was just finishing the upgrade to the shield generators."

"There's somethin' funny comin' in over the net," Rattrap said. He pointed one silver metal finger at the symbol still flashing on the screen.

"Looks like a distress beacon," Rhinox said, leaning over Rattrap's shoulder to stare at the monitor.

"Yeah, but it's a Pred signature," Rattrap said. "Why would a Predacon be sending a distress signal to us?"

"I'm not sure," Rhinox mused. Rattrap stared at his friend as he watched the screen, and a sudden realization dawned on him.

"You're not seriously thinkin' about answering it?" Rattrap scowled. "For all we know there could be an entire nest of those plug uglies waitin' to pick us off!"

"Maybe", Rhinox said. "Still it couldn't hurt to send Cheetor out to do a fly by. Give the kid some time to stretch his wings."

"Kids had enough time on those damn wings if ya ask me," Rattrap muttered. He reached over and pressed the button to signal Cheetor. He couldn't believe they were actually going out to help Predacons. _What's next, _Rattrap thought, leaning back in his chair. _We gonna send Megs flowers and a cake on his birthday?_

-----

The bellowing roar of twin engines broke the silence over the plains below. A bluish-yellow streak soared by overhead, a streak that had four legs, a tail, and a mouth that frequently bit off more metal than it could chew. Cheetor raced through the sky, banking slightly as the wind buffeted past his sleek transmetal frame. He might have been the fastest Maximal on the team before the quantum surge, but now that he had his rockets, he was virtually unstoppable. And with the loss of both Airrazor and Tigatron to one of the aliens' infernal devices, he was only one of two Maximals capable of air recon.

Cheetor smiled and activated the transmitter in his left paw. "Wild Cat to Base One. This is Wild Cat to Base One. Come in Base."

A hiss of static filled the air, followed by the grating sound of Rattrap's voice. "Hey, can it with the fancy names, there, stripes. Whaddya think this is, the Cybertronian National Guard?"

Cheetor snickered. He loved busting the old rat's chops. "I've reached the coordinates of the distress beacon. So far I haven't been able to find anything...Wait a minute, what's that?" he broke off. He adjusted the scanners in his optics, focusing them out to their highest magnification. "I've spotted something, just over the next ridge. It looks like..." There was a pause, and then a sharp intake of air and a sudden hitch in his circuits. "You guys, you're not gonna believe this. I've found the source of the distress beacon."

"And?" Rattrap asked over the comm, his voice testy. "Don't keep us waitin' all day, pussy cat, out with it. What is it?"

Cheetor grimaced as he banked slowly to the left to get a clearer view. "It's Megatron," he said into the comm, his voice so low as to be almost inaudible.

-----

Optimus thundered into the medical lab. Of all the things he expected to do that day, this was the least of them.

"What's going on?" he asked Rhinox. His second in command was hunched over a diagnostics table, examining the readings that scrolled across the screen.

"It's Megatron," Rhinox said. "Cheetor found him at the perimeter of the base." Rhinox looked up, a grave expression on his face. "He was radioing a distress signal."

"A distress signal?" Optimus repeated. "Why here? Why to us?"

Rhinox shook his head. "I don't know but that's not all. I took some readings after we brought him in, for curiosity's sake. Take a look at this." Rhinox pointed to a set of numbers and graphs on the screen before him.

Optimus strode over and peered at the screen. He didn't understand most of the readings represented there but he did recognize one graph. It was a representation of Megatron's spark chamber, and the numbers scrolling down the screen were slowly but steadily sinking into the red.

"What does this mean?" Primal asked.

"Every Cybertronian organism created by Vector Sigma has a specific spark configuration designed for optimal performance. No one completely understands spark technology but theoretically, unless there is severe and sudden trauma, a spark should last indefinitely." Rhinox tapped a finger to the screen. "For whatever reason, Megatron's spark is failing. He's dying."

Optimus stared at the screen, letting the weight of Rhinox's words sink in. In all his years of existence, he had never heard of such a thing happening. Even after his body had been obliterated by the aliens' doomsday machine, Rhinox was still able to retrieve Primal's own spark and encase it in a new body. A more urgent question, however, quickly superseded the one of how this was happening.

"Why is he here?" Primal asked, although deep down in his own circuits, he thought he already new the answer.

"I don't know," Rhinox said. "I haven't been able to get that out of him. We were hoping you could answer that."

"Me?" Primal asked, turning to his friend. "Why me?

"Because he's asking for you," Rhinox answered. "You're the only one he seems willing to talk to."

-----

Optimus stood on the other side of the energon cell, watching the leader of the Predacons as he lay strapped to a biobed, a monitor on the wall over his head ticking off his vital signs. Megatron, the Maximals sworn enemy. The last one he ever expected to see here in this condition.

Megatron must have heard him come in, because he turned his head towards the cell bars. "So you've heard, " Megatron sound and his voice sounded tinny and weak. A far cry from his usual arrogant, determined self.

"I have," Primal said. "The only question is, why?"

Megatron turned his head, managing a small smile. "Why am I here? The question that's burning a hole through your logic circuits even now. The answer is a simple one, Optimus. I am here because I have no other place to go."

"What do you mean?" Primal asked. "Surely the Predacons can-"

"The Predacons are worthless," Megatron spat. "Even more so than your damn Maximals. As soon as they learned of my condition, they deposed me as leader and ejected me from my own base. Even now civil war rages between the Predacons as to who will lead. They fight among themselves while I lay at the mercy of my enemy."

Optimus nodded. That was at least consistent with what he knew about Predacon politics. Ever since the days of the Decepticons, it had always been survival of the fittest. Still it must have broken every circuit in Megatron's body to come to the Maximal base, asking for refuge.

"So now you want our help?" Primal asked. "After everything you've done, you still expect that from us."

"I expect you to keep your promise," Megatron spat. "The favor you owe me for helping you. Or has your Maximal sense of honor been transmuted along with your body?"

Optimus stared at his fallen enemy. This was the leader of the Predacons, the one who had broken decades upon decades of peaceful co-existence and plunged the Maximals into another interstellar war. The one who was responsible for the deaths of many of his Maximal comrades. The one who had engineered Primal's own demise.

Optimus stared into the cell, watching Megatron as he stared back through the bars. If he were a Predacon, he would let his enemy die and end the war right here and how. But he was not a Predacon, he was a Maximal, and if he ever hoped to end this bloody battle and return peace to Cybertron, he had to be better than the Predacons. He had to do things the Predacons would never think to do, even if it meant saving the life of an enemy.

"Ok, Megatron," he said, stepping closer to the bars. The lights from the energon cell reflected off his trans-metal chest plate, bathing him in an eerie, bluish-white corona. "We'll help you."

-----

"Pardon me for sayin' so, boss monkey," Rattrap said, hands on his hips. "But you must be out of your dang-blasted transmetal mind. Are you sure that explosion didn't fry your circuits?"

Optimus looked around the operations center at the assembled Maximals. He'd gathered everyone together after his meeting with Megatron to explain his decision to the troops. The reaction he was receiving was exactly what he expected.

"Mmmm, I agree with the rat," Dinobot growled from across the chamber. "This is our opportunity to end the war once and for all."

Primal winced as Dinobot echoed his own thoughts. But the decision had been made, and come hell or high water, he was going to stick with it.

"You're not a Predacon anymore, Dinobot. You're a Maximal and that's not the way we do things here." Primal turned to each of his comrades in turn and saw the same expression mirrored on every face. "Look, Megatron came to us for help, and no matter how hard it is, we can't just turn him away. Besides, we owe him for helping us defeat Starscream."

Dinobot growled, curling his fist and flicking the air with his tongue. "We didn't need his help. We could've defeated that ignorant Decepticon throwback ourselves. He is manipulating you."

"Manipulating me?" Primal asked. "What possible reason do you have for that?"

Dinobot shook his head once and hissed again. "All I am saying is that he is a Predacon and Predacons cannot be trusted."

"We trusted you," Primal said, pointing a finger at Dinobot. He rubbed a hand across his face. "Look, I know Megatron better than anyone does. I know what he's capable of. But what kind of Maximal would I be if I just let him die without at least trying to help?"

"As much as I hate to say it, I agree with Optimus," Rhinox said. That assent took Optimus by surprise. Out of all the Maximals, he thought Rhinox would be the toughest one to convince. Apparently he was wrong. "We are Maximals and it's our job to help those who need it." He took a breath and let it out slowly. "Even if it is a Predacon."

Optimus looked around the room. He could tell by the set of their eyes and the lines of their jaws that they didn't like it, but he also knew they would follow whatever orders he gave them. A sudden surge of pride welled up inside him at his fellow Maximals, and he hoped, deep down in his spark, that he was doing the right thing.

"Rhinox, I want you to get started on finding out what's wrong with Megatron," he said, the words feeling strange and alien coming from him. "Cheetor, I want you and Silverbolt on constant surveillance in case the Predacons decide to do anything hasty now that their leader is down. Dinobot, I want you to fortify the bases' defenses. If this is some kind of trap, I want to be ready."

"And, uh, just what exactly would you like me to do?" Rattrap said as the others filed out of the room. He was almost afraid to ask.

"Do what you've been doing," Primal said. "Monitoring."

-----

Deep in the bowels of the earth, something was beeping.

Tarantulas spun down from his web, transforming a split second before he hit the ground. There were two communications channels going into his private lair; the one he used for official Predacon activity and his other, private channel. Right now it was the latter buzzing. Tarantulas walked over to the console and input a few select codes into the system. The buzzing stopped and a moment later, a familiar visage filled the screen.

"I'm calling to check on your progress," the voice rasped.

Tarantulas hissed at the monitor. "I told you never to call me unless it was an emergency. I don't want Megatron finding out about our little arrangement."

The figure huffed. "The Tripredacus Council grows weary of your excuses, Tarantulas, as do I. You have failed to execute your objective, which means you have failed me. And I cannot allow that to happen."

"I told you, I have everything under control," Tarantulas said. "My plans to destroy Megatron are proceeding even as we speak."

"_Our _plans to destroy Megatron," the figure said, pointing a finger at him in emphasis. "Never forget that." The figure huffed again and then leaned forward until his entire faceplate filled the screen. "Our patience with you grows thin, Tarantulas. You have exactly two Deca-Cycles to complete your mission. If you have failed by then, the Tripredacus Council will have no choice but to take matters into their own hands."

"Of course," Tarantulas said, bowing his head. The figure nodded once and then the screen went black. Tarantulas stared at the blank screen, a well of anger burning slowly through his circuits. He would destroy Megatron all right, but not for the Tripredacus Council. Tarantulas turned and headed back into the bowels of his lair, a satisfied gleam creeping into his optic scanners. He would destroy Megatron for himself.

-----

Rhinox stared at the data on his screen. After more than two hours of running diagnostics and letting the computer run through its correlations, it had finally delivered a diagnosis. A very disturbing diagnosis.

"What's wrong, big guy?" Rattrap said from his side. Rhinox had a scowl on his face the size of a Cybertronian Bole Viper.

"You better call Optimus," he said, turning towards Rattrap. The tone of his voice matched the expression on his face perfectly. "He's not going to like this."

-----

"A core virus?" Optimus asked, bewildered.

"I didn't believe it myself until I had Sentinel run a second set of diagnostics," Rhinox said. "Everything checks out."

"But how can that be?" Cheetor asked. "I've never heard of anything like that before."

Rhinox shook his head. "Megatron's system is being attacked by some sort of deletion virus. It's self-replicating, moving from system to system and erasing the original hosts' programming in favor of its own. Once its' spread to every system, it turns inward and begins to attack the hosts' spark." Rhinox stared at the others in the room. "And once the virus finishes deleting Megatron's spark, he'll go off-line. Permanently."

"So how do we fix it?" Silverbolt asked.

Rhinox looked over at Optimus. Primal just shook his head and sighed. "I take it this is the part that I'm not going to like," he said.

"I can neutralize the virus that's attacking Megatron before it eliminates his spark, but I can't restore the programming that's already been destroyed, some of which controls vital systems. And without that programming, Megatron won't be much more than a shell."

"C'mon, ironhides, out wit' it," Rattrap said, waving a finger at Rhinox. "What are ya hidin'?"

Rhinox sighed. "If we were still on Cybertron, we could take Megatron to Vector Sigma and have it restore his original programming. But since we're not on Cybertron, we'll have to use the only piece of Vector Sigma we have available."

Primals' optics flashed, and then he shook his head slowly at Rhinox. "The Matrix Code?" he asked.

"The Matrix Code," Rhinox agreed.

There was a brief moment of silence. Then Dinobot snorted from the back of the room. "I've never heard of any code," he growled.

"You wouldn't," Primal said. "It was known only to the Maximal Elders and a few, select others. Every Maximal leader carries the Matrix code within himself, a piece of Vector Sigma hardwired into his core programming."

Cheetor apparently knew where they were going with this and his eyes widened. "Can't we use one of the stasis pods to restore Megatron's programming? I mean it does format protoforms, right?"

Rhinox shook his head. "Stasis pods _only_ work on protoforms. Once a Cybertronians' core program has been set, it can't be altered or restored except by Vector Sigma."

"So let me get this straight," Rattrap said. "Optimus has to use this here Matrix thingy to restore Megatron back to his old shining, happy self? Is that it?"

"That's the extent of it," Rhinox said.

"So what happens to boss monkey while he's using this code on Megatron?" Rattrap asked.

Rhinox paused. It was Primal who answered the question. "I'll have to be off-line during the process," he said, taking in the entire room.

"No way," Rattrap said, shaking his head. "I'm not going to let you do that to yourself. Not fer some stinkin' Pred!"

"I appreciate your concern Rattrap, but the decision is mine to make." Primal turned to Rhinox. "How long before we can start the procedure?"

Rhinox shrugged. "I should have everything ready in a few hours."

"Good," Primal said, nodding. "I want to get this over with as quickly as I can."

-----

Quickstrike clicked his claws together in anticipation. "Tarnation! I'm sick of all this waiting around. I say we attack those varmints now!"

Inferno shook his head. "No, we wait for the signal, as our Queen instructed us."

Quickstrike snapped his claws again, the sound echoing loudly in the Predacon base. "Then he'd better hurry up. The quicker I can start trashing Maximal carcass, the better!"

-----

Optimus Primal walked into Rhinox's lair, stopping at the head of one of the two biobeds set up in the middle of the room. On the second bed lay the inert form of Megatron. His chest panels had been removed and a tangled mass of cables trailed out of the exposed cavity.

"Are we ready?" Primal asked. Rhinox turned from his diagnostics screen and nodded.

"As ready as we're ever going to be," he said. Primal walked around and slid onto the empty biobed. Rhinox walked over to his friend, the other end of cable in his left hand.

"I'll make this as quick as I can," he said. "I promise."

"I know," Primal answered. Rhinox pressed a switch and Primal's chest plates parted with an almost inaudible hiss. He plugged the ends of the cables into the ports in the exposed circuitry, and then slid open a panel on the side of the biobed. He looked at his friend and commander one last time, and flipped one of the switches in the bed. There was a series of bleeps and clicks and then Primals' optics went dark as his systems went off-line, one by one.

"Well that's that," Rhinox said. He walked back over to the monitor and input a series of codes into the board. An outline of both robots materialized on the screen, along with a series of lists and commands. Rhinox punched a few more buttons, and both outlines flashed a hazy blue as a voice issued from the speakers.

"Download commencing," Sentinel announced. "Reformatting, in progress. Program complete in two point five cycles."

"Now we wait," Rhinox said to no one in particular. Behind him the biobeds beeped an affirmation.

-----

In another lab halfway across the continent, a different set of beeping could be heard.

Tarantulas walked over to the monitor, watching as a set of codes flashed across his screen. He typed a response into the computer as a laugh shuddered through him.

"Excellent," Tarantulas whispered, watching the images flash on the screen. A set of diagnostics appeared, the same set that was on Rhinox's computer, along with the countdown code. Tarantulas rubbed his hands together, his mandibles clicking together in glee.

"Now all I need to do is activate the Trojan virus and my plan will be complete." Tarantulas had assured Megatron that his plan to infect the Maximal leader with a deletion virus through Megatron was flawless, and indeed it was. What he'd failed to tell Megatron, what he'd chosen to keep all to himself, was that he'd implanted Megatron with a second virus, an embedded code set to activate on his instruction. Not only would the second virus eliminate Optimus Primal but it would also delete the mighty Predacon commander as well.

"And that will leave me to rule," Tarantulas said as he input the code that would activate the virus. And a moment later the lab was filled with the maniacal sounds of laughter.

-----

Lights flashed on the monitor over Primal's head.

Rhinox spun around. Code flashed furiously over the diagnostic screen, and the blue outlines around the two patients had changed to a fiery red. Rhinox watched the text as it scrolled across the screen and then slammed his fists into the board.

"Dammit!" he shouted, turning back to his two patients.

"What's wrong?" Cheetor asked. He'd been passing by the lab when the alarms started.

"It's the virus," Rhinox said, turning back to Primal. "I'd expunged it from Megatron's system before I started the download. It shouldn't be doing this."

"Doing what?" Cheetor asked.

Rhinox turned to the younger robot. "Its reactivated itself and heading for Optimus. And it's spreading fast."

-----

Two lights blinked on the bridge monitor at the Predacon base. One, twice, and then once again. Inferno was the first to see it, and a sharp metallic grin spread across his insect features.

"Our Queen commands us to attack!" Inferno shouted, rising into the air on the thrust from his rotor blades. Waspinator also took to the air, his front legs wrapping around the segmented shell of Quickstrike's abdomen.

"We must move quickly, while we still have the element of surprise. For the glory of the royalty!" Inferno shot into the air, his propellers carrying him through the roof hatch and into the open.

"How come ant-bot always gets to lead?" Waspinator asked, following in the wake of Inferno's trail. "Waspinator would like to lead once I awhile."

"Just shut yer yappin' and fly," Quickstrike said from beneath him. "The sooner we get to the Maximal base, the better I'll feel."

-----

No matter how hard he tried, Rhinox couldn't seem to get a lock on the virus.

"Blast it!" Rhinox said, staring at the lines running across the screen. Data scrolled across faster than he could read. He had tried every quarantine program that he knew, and a few he had made up on the fly, to try and slow down the virus but nothing seemed to be working. For some reason it always seemed to be just one step ahead of him.

"Warning: contamination at fifty percent. Initiating spark containment protocol."

Rhinox snorted. That would barely slow the virus down. It would give him an extra ten minutes to watch his friend's spark slowly fade away.

"Not on my watch," Rhinox snorted. He'd saved Optimus' life once when he brought him back from the Matrix; he could damn well do it again. He turned from the monitor, looking for the interface port on Primal's biobed, when the first blasts shook the base.

-----

"What was that?" Cheetor asked. The alarms were going off before he even had a chance to make it across the command center.

"What do ya think, pussycat?" Rattrap said, pointing to the monitor. A series of familiar images were playing across the screen. "The Predacons are attacking!"

"How did they get past the detection grid?" Dinobot growled.

"Maybe they found a way to disable it," Silverbolt said.

"Or maybe someone else let them in," Rattrap said. He had spun his chair around and was looking straight at Dinobot.

"I did no such thing, rodent," Dinobot growled. He'd obviously gotten Rattrap's meaning. He stepped forward, his finger jabbing into Rattrap's chest plate. "Perhaps we just need a better monitor."

"Knock it off guys, we've got bigger problems than this," Cheetor said, stepping in between the two combatants. "I just came from Rhinoxs' lab, and it seems the virus has spread to Optimus."

"I thought Rhinox had taken care of that?" Silverbolt asked.

"So did he, but apparently it came back and it's spreading faster than before."

Before anyone could respond, the comlink beeped and Rhinox's deep voice echoed through the command room.

"What's going on up there?" he growled.

"We are under attack," Dinobot growled. His optics were still fixed on Rattrap, as if trying to pry a confession from the smaller robot.

"Well keep the Predacons busy," Rhinox snapped. "I'm trying to work down here."

That seemed to get the Maximals attention. Dinobot sniffed once at Rattrap and then turned to the others. "Let's go. If the Predacons want a fight, then a fight is what they'll get."

"For once I agree," Rattrap said. Dinobot snorted once at the comment, and then the four of them were racing down the corridor towards the exit hatch.

-----

Fire pelted the Maximal base.

Inferno and Waspinator hovered over the motionless base, blasts from their energy weapons pouring mercilessly into the Axalon's shields. Quickstrike stood a few meters back, the discharge from his claw cannon targeting the defense turrets around the base.

"Where in tarnation are those dang-blasted spiders?" Quickstrike yelled. "It figures they'd leave us to do all the dirty work."

"Waspinator not care where spider-bots are," Waspinator said. Two more bolts crackled over the ships' energy shield, making them flutter. "Waspinator only want to make Maximals pay!"

"Looks like you're going to get yer chance," Quickstrike said. The hatch to the Maximal base irised open and out poured four of the Maximals, their guns blazing. "Cuz here they come!"

-----

Blackarachnia hauled herself over the low ridge, staring at the battle down below.

She still couldn't believe she'd let Tarantulas talk her into this. He was the one with the new transmetal body; he could have towed the thing in half the time it had taken her to drag it here from his secret lair. He had claimed that he was too busy, that there were pressing things at the lair that needed his attention, but she knew the truth. He had been in her head long enough for her to glean his real intentions. Tarantulas might have been good at planning war games and other devious schemes, but very rarely did he like to get his hands dirty.

"That good for nothing arachnid," Blackarachnia said, transforming. She unbuckled her load from the repulsor sled it was attached to and began setting up. "He owes me big time for this."

Blackarachnia placed all the parts on the ground in front of her. The cannon would be ready on schedule; she just hoped Tarantulas knew what he was doing.

-----

"Dinobot, you and Rattrap take 'em from the front," Cheetor said, racing for the hatchway. "Silverbolt and I will flank them from the air."

The only response he got to that was a grunt from Dinobot. All four plunged out of the opening hatch, weapons drawn. As soon as they hit open air, Silverbolt and Cheetor took to the skies, their jets taking them in opposing arcs around the Predacons. If they could take out the two flyers, the battle would be all but won.

Inferno and Waspinator must have seen them coming because they shifted their angle to intercept. Cheetor circled around, trying to get a bearing on the big wasp. Waspinator jinked once to the left and then fired off two quick shots before doubling back. Cheetor fired his jets in a 180-degree spin, both shots passing harmlessly over his head. He spun around to get a second bearing on Waspinator, and fired off a short burst of energy at the other robot. The first salvo passed over Waspinator's right shoulder but the second clipped him on the left wing. The force of the impact spun him around, momentarily knocking the big bug out of his line of sight.

Cheetor adjusted his angle of flight and was about to go in for a second pass at Waspinator when a random laser blast took him in the hindquarter. "What the-" he sputtered, spinning wildly on his jets, and that's when he noticed the towering cannon jutting over the hills on the far side of the base. "Uh-oh, we've got trouble," he muttered, dodging as another blast seared past his right shoulder. "I'd better tell the others."

-----

"I see it," Rattrap said, ducking back behind the rock as another blast tore through the air over his head. He'd noticed the high impact laser cannon a split second before Cheetor radioed in. "They've got us pinned down by the side of the base."

"I see that," Cheetor said. "They've got Silverbolt and I flying circles just trying not to get hit." There was a pause, and then Cheetor's voice came back over the comm. "We're too exposed out here. We'll have to go back and make a stand in the base."

_And then what?_ Rattrap thought. _Once the shields went down and the Predacons had pounded the bases' turrets into dust, what then? They'd be sitting ducks, waiting for the Preds to come and pick them off._

"I've got a better plan," Rattrap said. "You tell Silverbolt to get ready for some fancy flying and give me some air cover. I'm gonna make a run on that cannon."

-----

Rhinox plugged the other end of the cable trailing from his cranial input into the interface in Primal's bed, listening as blast after blast shook the base around him. Once before he had traveled inward to retrieve Primal's spark before it joined the Matrix; now he hoped to destroy the virus from within. He didn't know if it would work; he didn't even know if he'd be able to make it back out. All he knew was that he couldn't just sit back and do nothing. He had to try.

-----

_Primal floated through the void, watching the lines of space and time coalescing around him. He wasn't sure where he was, or when, but it had a familiar feel to it. Almost as if he'd been there before._

_The curtains of mist parted and suddenly s face appeared before him, a black and white metallic visage suspended on an egg-shaped body. The creatures' body spun and a second face appeared, this one more imposing than the first._

_"Guilty or innocent?" the creature asked. Primal wasn't sure who the creature was talking to until its' body spun again and the first face appeared._

_"Innocent," the skull-like visage answered._

_The creature twisted again and a third face appeared. "Feed him to the sharkticons," it said, its' voice high and reedy._

_"Who are you?" Primal asked but then the faces disappeared and a gigantic metallic shark rose out of the depths of the mists, its mouth opening. The creature opened its mouth wide, wider than anything possible and suddenly Primal was rocketing down a tunnel, a twisting mass of multi-colored gases and swirling lights streaking around him. Primal followed the eddies as they banked and turned and then suddenly another face appeared before him, this one ancient, tested and wizened under a dented cobalt and maroon helmet._

_"Who are you?" Primal asked a second time. _

_The figure smiled, its optics casting a bluish glow. "I am one of the first. I am part of you as I am part of all Cybertronian life forms."_

_"Why are you here?" Primal asked._

_"To guide you towards that which you seek," the figure answered. "The answer to the death that resides in your body."_

_Primal was about to speak again when suddenly a blaze of white light erupted around him. He closed his eyes, the space around him filling with a high-pitched wail, and when he opened his optics, the figure had vanished. In its place hovered a glowing white ball of energy._

_"What is this?" Primal asked, and from somewhere behind him the voice answered._

_"This is the Matrix, the source of all life. From here you can activate the code that will set you free." The voice paused and when it returned, it was faint, as if from a long distance. "Hurry, you friend awaits you."_

_Primal reached out, sinking his fingers deep into the pulsating ball of light. And as power surged through Primal's body, the ball of light exploded, revealing the frantic, worried face of Rhinox..._

_-----_

"Where's that air cover?" Rattrap screamed.

Laser blasts scorched the ground around him as he raced towards the far hill, his tires spinning out great plumes of gravel behind him. It didn't help that he also had two Predacons firing in the air behind him.

Rattrap swerved around a stone outcropping in his path. He was almost to the cannon now; if the other Maximals could keep the stinkin' Preds off his back for a few more seconds, he'd make it.

Just then a thunderous shockwave shook the air around him. Rattraps swerved just in time to see one of the dorsal hatches in the base explode open and something go flying through the air. Something that almost looked like a flailing body.

No more than five seconds after the first body went sailing through the air, a second one burst out of the open hatch. The figure took aim and fired, and it wasn't until both Waspinator and Inferno went falling to the ground, smoking holes burning in the center of their chest plates, that Rattrap realized who it was.

"Optimus!" Rattrap yelled. With the flyers down, Rattrap had a clear shot at the cannon. Rattrap revved his tires and shot forward, heading for the far ledge at maximum speed. Halfway there he launched into the air, transforming in mid-flight, weapon in hand. "Eat lead, you slaggin' Pred!" he screamed, firing off a double burst of energy at the cannon. He saw movement from behind the turret, presumably Predacons ducking for cover, and then the energy blast tore through the cannon, the force of the blast splintering the barrel and sending pieces of the now defunct machine flying in all directions.

The sounds of firing had stopped. Rattrap turned just in time to see Waspinator and Inferno, their chest pieces still smoking, carrying the body of their fallen leader over the hill and into the distance, and then he ran to join the rest of the Maximals as they slowly made their way across the plain and back to base.

-----

"So Megatron was never in any real danger of dying at all?" Cheetor asked.

"He was at the end," Rhinox said. "The second stage of the virus was designed to activate once the two of them were linked. I'm pretty sure Megatron never even knew of its existence."

"So who put it there?" Silverbolt asked.

Rhinox shrugged. "Your guess is as good as mine. Once the Matrix was activated, it eliminated all traces of the virus in both systems. There wasn't so much as a scrap of code left to analyze."

"Well, I don't wanna be the one to hafta say I told you so," Rattrap said, wagging a finger. "But I told you ya couldn't trust a Pred."

"I'm just glad that it's over," Cheetor said.

"As am I, Cheetor," Optimus agreed, nodding his head. Even though the favor had produced almost near fatal results, he was glad to finally be out of Megatron's debt. For good.

-----

"Where is that vile arachnid?" Megatron growled. He held Blackarachnia up by the neck joint, his optics burning into hers. "I told him I'd have his head on a platter if anything went wrong."

"I...I don't know," Blackarachnia squirmed. "I haven't seen him."

Megatron sneered at the arachnid twisting in his grip, and then flung her aside, sending her crashing headfirst into the wall. "You better hope he doesn't show his face around here, yesss," Megatron sneered. "Or else I'll have both your scheming heads as trophies!"

-----

Tarantulas stared at the data flowing across his screen.

For whatever reason, his plan to eliminate both leaders had failed. He wasn't sure how it happened; he'd personally gone over every inch of the scheme himself. Now it was over, along with his opportunity to rid himself of both commanders. Tarantulas shook his head, shutting down his screens. He would not let the Tripredacus Council takes this away from him. Not ever.

"Megatron will have his day," Tarantulas said, slinking back into the shadows. "As will I." There would always be schemes to find and plots to uncover. All he had to do was find the webs they resided in. And that was something Tarantulas was very familiar with.

Epilogue.

The stasis pod landed close enough to magnetic north that no one noticed its descent.

It wedged itself in the cleft of a giant ice wall, its thrusters carving a bowl-shaped depression in the ice face. Gouts of steam hissed around the seal as the hatch opened. The pod shifted a fraction of an inch as it settled into its new berth, and then a purple and silver form slowly eased its way out of the hatch and onto solid ground.

Ramulus snorted in the frigid air, his glowing obsidian optics taking in the vista before him. _So this is where the rogue ended up, _he thought, his metallic hooves making deep indentations in the snow around him. The planet seemed barren, forgotten, devoid of any type of useful life. _At least I'll have a challenge._

Ramulus started making his way down the frozen cliff. Five minutes later the stasis pod exploded behind him. Ramulus smiled, already calibrating his targeting sensors and loading his databanks with the intended profile. This was going to be challenging indeed.


End file.
